The Spectacular Spider-man: Season Three
by EdgeyvonKarma
Summary: Peter's life is a mess. He dumped his old girlfriend Liz to get together with Gwen, but Gwen changed her mind and kept dating Harry. Not to mention the fact that he was still learning to cope with his responsibility in Norman Osborn's death. As supervillains keep causing trouble, Peter must put aside his personal problems and live up to the responsibility of Spider-man, for now.
1. Prologue: Norman's Obsession

**Norman Osborn's Journal Day 1**

The Cayman Islands are indeed a lovely place. Plenty of sun, a pleasant atmosphere on the beaches, and enough remoteness to ensure that nobody would disturb me at my new summer home there. Though this particular holiday will most likely be longer than one I would normally take, and most holidays did not involve a false name or a disguise, the fact remains that circumstances have forced me to go into hiding for a while, and I do not intend to let that stop me from enjoying myself.

The reason my holiday is shaping to be out of the ordinary is because I am not an ordinary man. Even calling myself extraordinary would be underselling what I am capable of. I am nothing more or less than the next stage of human evolution. I do not speak from arrogance, as I have pushed my mental and physical limits beyond that which is possible for most people, through a combination of intense training and a brilliant serum of my own design known as globulin green. I have created and led Oscorp, one of the greatest bio-engineering firms and weapons manufactures in existence, for several years and have taken over New York City's criminal empires as the Green Goblin. To this day only one man has matched my progress to superhuman states: the Spider-man.

I can not claim to know the true identity of the Spider-man or the true nature or origin of his abilities, but I cannot deny that he has somehow matched my own greatness, something which infuriates me to no end. The Spider-man is a masked vigilante, relatively small in build, possibly only an adolescent, though if that is the case, then he has already anything that can be expected of the average adult. While I can not know for certain the nature of his abilities without dissecting him or forcing him to disclose their nature, I have observed him as closely as possible before first making contact.

It is clear that he possesses enhanced strength and reflexes, and though is dexterity does surpass my own (which will be rectified), I have concluded that his physical strength is indeed dwarfed by my own. That being said, his agility is so impressive that at times it seems as if he has a sixth sense that alerts him to danger, as he has performed some truly remarkable evasive maneuvers our past encounters. Determining whether or not this is true will be a top priority if I ever capture him alive, though at this point I'd rather eliminate him once and for all. Regardless, his enhanced mobility only increases when he uses his wall-crawling ability or swings around on his webs. One piece of information I have gathered during my interactions with him which surprised me is that his body does not produce the webs naturally. Instead, he seems to have synthesized an artificial web fluid, which he shoots out of his wrist-mounted web shooters.

As far as his intelligence and personality go, he does not seem very intelligent or serious at first glance. He spends a majority of the time during battles babbling and taunting his opponents, apparently blundering his way to victory. That being said, I have indulged him and later managed to break through his facade and I have learned that he is incredibly intelligent and analytical, even while insulting one's fashion or weight. My theory is that his intelligence and senses have been augmented just like his strength and agility have been, and that he is either putting on an act to lower his opponents' guard, attempting to goad his opponents into making mistakes, or sincerely bored with the battle at hand, as it is moving in slow motion for him. Perhaps even a combination of the three.

His fighting style is entirely dependent on mobility. He dodges around his opponents in order to tire them out and uses his webs to increase his momentum, adding to the force of his strikes. He does not adhere to any martial art, and appears to be self-taught. While this does serve to make him unpredictable to a degree, it puts him at a disadvantage against more experienced, formally trained opponents such as myself. He is quick to notice and exploit weaknesses, and is skilled at using the environment to his advantage. If he has one weakness, it is that he values others' safety over victory. He has repeatedly abandoned any attempts at defeating his opponent and has left himself vulnerable in the name of appealing to his fantasy of being a hero. Also, he never fights to kill, which must mean that he is, at least subconsciously, holding himself back, something which can definitely work to my advantage.

Indeed, the Spider-man is a formidable foe in spite of his foolish idealism. Why, just three weeks ago, he has managed to see past my ingenious ruse to frame my son Harry and learn of my true identity as the Green Goblin. While he has, for some reason, kept this information secret from the police, I cannot guarantee that my foolish son, who was present at the time, has done the same. As such, I decided to fake my death in the ensuing battle with the Spider-man, and retreat to the Cayman Islands to plan my next move. Even though the Spider-man's interference has set back my plans for several years, I am not yet beaten. In my infinite genius, I had prepared for such an occasion, creating the character of Steve Romita, the eccentric heir to a wealthy family and transferring a substantial amount of funds to the new account. I have also taken pains to ensure that nobody knew that the Green Goblin and the Big Man of Crime are in fact one and the same, staging battles between the two and keeping contact with my aide Donald Menken and the scientist Miles Warren. Warren in particular has proven to be a valuable subordinate, as he has no issues with manufacturing super criminals in exchange for my funding of his experiments, an idea that I have admittedly stolen from the previous Big Man, Tombstone, though I am creating them with the intent to kill rather than distract the Spider-man.

I doubt that these super criminals will be successful in eliminating the Spider-man, but they can help me observe him further and they may prove to be valuable lieutenants when I return to New York to assume my rightful place as the Big Man of Crime once again.

**Author's Note: Ah, Spider-man, my old childhood love. I hope I can do you justice. Anyway, this chapter is a bit short (even by my standards), but I felt that I had reached a natural stopping point. I will be using Spiderman's POV for the majority of the story, but I do plan on using other characters like Norman here from time to time. **

**Please feel free to leave reviews as positive or negative as you like. I love criticism, and reviews motivate me to update faster (though readers of my Harry Potter story know that I am terrible with updating quickly). Just please keep in mind that I plan on keeping this story solely focused on Spidey and his supporting cast, so while characters from other Marvel series may make an appearance, it will not be a common occurrence and will likely be limited to those that have their roots in Spider-man or street-level crime (though I may throw in the occasional reference to a different Marvel title from time to time). Sorry if that's not your cup of tea, but I write for fun, and not to satisfy your specific desires for the story. **

**Bah, at this rate, my note will be longer than the actual story. Anyway, please review, I hope you like the story, and I will update! Eventually.**


	2. Chapter 1: Spidey and Skully

I remember when science teachers were able to teach me something new. Boy, second grade was fun. But high school biology? Please. I could teach this class. Blindfolded. While drunk. And playing two simultaneous games of ping pong...Actually, that sounds kind of kinda impossible. Whatever. The point is that this is stupid. I stopped taking notes for this class months ago. I shouldn't have to be here. I should be in a higher-level class. Or out swinging webs. At least that way I wouldn't have to sit next to the lovebirds.

Gwen...If only I knew how I felt about her sooner, maybe we could actually be together. Why did it take so long? Was it the glasses that she used to wear, hiding her beautiful blue eyes? Did I have to wait until she grew her blond hair out before I noticed? I don't know what it was I was missing exactly. All I know is that I wasted six years being her friend when we could have been so much more.

But that ship has sailed. She's with Harry now. My best friend. Which only serves to play with my poor spider emotions. I want them to be happy together, I really do. Harry deserves happiness after getting himself addicted to Globulin Green. He was more doped up than the entire Yankees roster, and it made him crazy. Not to mention having his father turn out to be a supervillain who tried to frame him, his own son, and then having to watch him die. Which is my fault. Yeah, nice job on that one, Pete.

So, I want the Harry-Gwen thing to work out a little, but still, Gwen and me, we had a deal. When I told her I loved her, she made my heart sing when she told me that she had loved me ever since the sixth grade. But she was with Harry and I was with Liz. We agreed to break it off with them so that we could be together. I help up my end. It was the hardest thing I ever did, and I broke up a three-way gang war, stopped a breakout at a maximum security prison, and survived six months working for Jolly Jonah himself. But Gwen, she stayed with Harry. And it's driving me crazy! I know why she did it, but still! I'm still single, and they're all lovey-dovey! It's...it's not fair!

"And then the blood exits the heart through the what?" Mr. Warren said, turning from the blackboard and looking for volunteers. I automatically raised my hand. "Yes, Mr. Parker?"

"The aorta, largest artery in the body," I said without thinking.

"Correct," he said, smiling. Of course I was correct. I've known about the circulatory system since I was eleven. This is pointless. I would give anything to get out of this.

There was a knock, and the door to the classroom opened. I looked over (who wouldn't?) and saw a boy enter the room. He was dark, with a black hair in a flat top. He wore a black shirt with yellow stripes on the sleeves and torn blue jeans.

"Excuse me," he said in a nervous-sounding voice, "is this Mr. Warren's class?"

"Yes, it is," Mr. Warren said with a friendly smile. "May I help you?"

"Yeah, I'm supposed to be in this class," the boy said, taking out a sheet of paper and handing it to Mr. Warren. "Name's Robert Farrell. I just transferred here today, and I sorta got lost on my way to class. Sorry."

Mr. Warren looked up from the paper and smiled. "No harm done, Mr. Farrell. No harm done."

* * *

School couldn't end soon enough. Gwen tried to say something to me, but I was out the door as soon as the last bell rang. I really wasn't in the mood to deal with playing third wheel. I don't know how much longer I can last before I just lose it. Besides, I had pictures to deliver to the Bugle.

Five minutes later, swinging through the city, and I'm still hung up on Gwen. Why is she bothering me so much? Shouldn't I just be happy for her and Harry? Maybe it's because it's been so quiet lately. With Tombstone under surveillance, Doc Ock in the aslyum, Silvermane locked up in the Vault, and Gobby...gone, the bad guys don't have any big bosses telling them what to do. Every crook I've seen so far has been small time, and not a single super villain has been active, which is surprising, to say the least. I mean, you don't mean to tell me that guys like Sandman or Mysterio just decided not to do bad things because there's no boss, do you?

Hey, I managed to think about something that isn't Gwen for a minute. Cool.

Whoa! My spider-sense just started tingling out of nowhere. I twisted around while swinging and saw...nothing. And I just swung into the building behind me. Ow. No way that was what the spider-sense was warning about, though. I clung to the side of the building and scanned the skyline. But I didn't see anythi...who's on that rooftop? Is he holding a machine gun?

Oh, no.

I dove off the side of the building to avoid the bullets and fired a web at the building the shooter was standing on. I launched myself towards him, which turned out to be a stupid idea, as he still had a freaking gun in his hand. I twisted to avoid the bullets and crashed into him. We rolled a little bit, and I ended up on top of him. "Whoa, there, sailor," I said in my best flirty voice. "Maybe you could buy me dinner first."

The shooter grunted and kicked me. I landed on my back. Hard. "I take it that you have a headache, then, darling?" I quipped as I jumped to my feet. The shooter started shooting (ironic, isn't it?) immediately without even acting as if he heard my brilliant joke. I started dodging, flipping and jumping everywhere. One guy with a gun? Please. Not even a challenge.

"Look, pal, I don't know who you are and why you think shooting me is fun, but you're obviously out of your league. Why don't you give up now and I promise not to beat you up to badly."

The shooter lowered the gun and looked at me as I landed. He's a quiet one. Can he even talk? He looked like a bum, with shaggy black hair and stubble covering pretty much his entire face. He wore a brown jacket over a black shirt with a large white skull on it, which prompted my next line:

"So, let me guess. The Skull?"

He didn't answer. Big surprise. He let go of the gun with one hand and dropped his arms to his side. "So you surrender now?" I asked. "Cause I'd be really happy if that's the case." He put his free hand into his pocket.

I tensed up. Spider-sense. Not good. I watched the shooter closely, but he didn't move. Is there another enemy or...? I looked down.

Oh. Great.

I looked back up and saw the shooter pushing a button on a remote in his hand. I jumped and shot webs downward as the roof exploded. The webs shielded me from getting blown to bits, but I was still launched backward from the force of the explosion. I rolled as soon as I landed, avoiding another bomb that this guy had planted.

"Are you nuts?" I shouted, diving through the hole in the rooftop into the office below. I saw two men crushed beneath a large piece of debris, struggling to get out. "Hang on, I got you!" I called, running to them. I started lifting the heavy roof off of them when I immediately had to let go and dropped down to avoid the bullets the shooter fired from the rest of the roof.

"Now, son," I scolded as I shot a web at the gun and yanked it out of his hands. "If you can't play nice, then I'm gonna have to take your toys away." I tossed the gun to the side and looked up to see him aiming a pistol at me. I shot webs in his eyes, and he stepped backward as he ripped at the webs. I took this chance to lift the roof off the two men.

"Go!" I said. "Call the cops!" The two of them ran (hopefully to call the cops like I told them to), and I shot a web up at the shooter and yanked him down to my level just as he was removing the web-blindfold. I was ready to punch him as I was pulling him to me, but he grabbed the web attached to his chest and yanked hard enough to throw me off balance. I stumbled as he fired a shot at me, which luckily manged to fly harmlessly over my shoulder.

"Easy now, Skully, we don't want anyone to get hurt," I said, shooting a web into the barrel of the pistol. He threw the pistol at me, I jumped and kicked him in the face. He fell, but caught himself on his hand and sprung backwards. He drew a knife from his belt.

"Can I get a timeout, please?" I sighed. Skully just narrowed his eyes and ran at me. Holy cow, is he fast. Even with my enhanced agility, he actually managed to nick me once or twice. "You're pretty sharp, kid," I said, ducking a swing. "But your attacks need more punch!" I shouted as I punched him in the stomach.

"Okay, not my best quip," I added, delivering a few follow up punches to the face. "But you're tiring me out, so I'm having a bit of trouble coming up with good material."

Skully said nothing (shocker!) and caught my fist. He spun and threw me into a desk. I looked up to see him dive for the machine gun I knocked out of his hands earlier. I jumped to my feet as he aimed and pulled the trigger.

…

"Huh," I said, nonplussed. "Out of ammo. Go figure." I jumped and kicked him, knocking him against the wall. I fired webs at his hands and feet, sticking him to the wall.

"So, Skully, got any last words before I turn you in to New York's finest?" I asked, walking up to him. "Yeah, I didn-"

"Battle van," he said stoically. He CAN talk!? It's a miracle! Wait, is that an earpiece? "Send laser drones to my location."

I heard a distant sound. Like something being launched. I looked behind me and saw a round, robotic drone with a camera and a laser gun flying toward me. I moved before it even started firing. I shot a web around it and yanked, pulling it over my head and into the ground. It was destroyed.

"You're gonna have to do better than that, Skully," I said, turning around. Four more drones were using their lasers to burn through his web-restraints. He did say "drones" as in plural, didn't he?

"Hey!" I shouted indignantly, webbing the drones and pulling them into each other, but it was too late. "Well, at least they looked expensive. I'm glad I managed to hurt your wallet, if nothing else."

Skully aimed the machine gun and fired. He must have reloaded while I was distracted with the drones. Clever. I dove behind a desk and hid. The gunfire stopped immediately, and he rolled past the desk, popping up on one knee on my left. I shot a web at a nearby office chair and threw it at him. He dropped down, lying on his back, and kicked it aside. I took the chance to shoot a web at his legs and pulled him toward me. He didn't try to fight it as he slid, and instead aimed his gun at my head, waiting to come to a stop. He was about to fire when I kicked it out of his hands.

"Shouldn't have waited, Skully," I taunted, planting my foot on his chest. I quickly webbed him to the floor, remembering to gag him this time. I took the earpiece out of his ear and crushed it. I then ripped the gag off of him.

"Okay, Skully, I want answers," I growled, using my most threatening voice. "Who are you and why did you attack me?"

"I punish those who prey on the innocent," he answered calmly. He's still calm even though he lost? Impressive. "Norman Osborn was a sick man who needed your help, and you killed him."

"I didn't kill anybody," I retorted. "HE tried to kill ME! I fought back, and he ended up blowing himself up."

"You might have fooled the police, web-head, but you haven't fooled me," he said coolly.

"Oh, yeah!" I said angrily. "Where'd you get your intel from, the Bugle? Picklepuss Jameson has been printing libel in that rag since day one."

"I have more reliable sources than that," Skully responded.

"Yeah, uh-huh, well I'm about done with this." I answered, as the door was kicked down. About time the cops showed up. "He's all yours," I said to the two newcomers as I jumped out the open ceiling and webbed off.

* * *

"Alright, cut him out so we can cuff him," one of the cops said to his partner. His partner nodded and picked up Frank's knife. He walked up and carefully cut the webs.

As soon as Frank was free, he kicked the cop in the face and wrenched the knife out of his hand. He rolled backward and landed on his feet, just in time to see his partner point his gun at him. "Freeze!" the cop shouted.

Frank moved instead. These guys were nothing compared to the war. He threw the knife into the cop's neck, killing him instantly. The other cop swore as Frank ran to his dying partner. Using the newly-made corpse as a shield, Frank took the cop's gun and shot the enemy in the head twice.

"Sorry about that," Frank said to the bodies, collecting their weapons as well as his own. "But I can't let anyone interfere with justice. He took his phone out of his pocket and dialed as he walked out of the room. "Microchip, the target escaped. Prepare for extraction. We're gonna need to change our strategy."

**Author's Note: This chapter took longer than I expected to write. Mostly because of that battle. It took me three rewrites before I decided it was even enough. I want the enemies to be threatening but I don't want Spidey to be stupid or underpowered either. Which makes fight scenes hard to write.**

**But still, Punisher, right? I know I said I wasn't likely to include other heroes, but Punisher's an exception. He debuted in Amazing Spider-man, which makes him fair game. Besides, who doesn't love Punisher?**

**Remember to post those reviews, check out my Harry Potter story if you're interested, and stay tuned for the next update!**


	3. Chapter 2: Protection

**Norman Osborn's Journal Day 2**

His name was Adrian Toomes, an old buzzard with a dream of perfecting tech-flight. After years of failure, he approached me, claiming that he had finally figured it out and he wanted to partner with me for mass production. I looked over the design and I found it...lacking. Not a totally lost cause, just in need of a few adjustments.

Of course I didn't tell him that. That would be bad for business. I told him the designs were worthless and produced my own prototype instead. Needless to say, the old buzzard took exception to that. He accused me of stealing his technology, but, naturally, he had no proof. He demanded a share of the profits and a public apology, but Norman Osborn never apologizes.

He didn't like that either. So he put together a tech-flight set of wings, called himself the Vulture, and abducted me. In that moment, I was certain that I was doomed to die. But I was rescued...by the Spider-man.

That incident with the Vulture and the Spider-man gave me clarity and I came to realize two truths. One: No matter how extraordinary I may be, I was helpless before these men. So I vowed to never be helpless again. Two: It was more than possible to augment one's natural abilities with the proper equipment and chemicals. The second revelation gave me the means to an end, and I knew that I would give myself the power to never be helpless again. It's like I told Harry: Take control of your destiny.

* * *

Well, that was a thing. Just swinging around minding my own business, when some jerk tries to shoot me. Worst of all, I never had a chance to set up my camera! If Jameson ever finds out I missed out on pictures of a guy nearly killing Spider-man, I'll never hear the end of it. Just gotta play it cool, not mention anything when I drop off this batch of pictures.

I walked into the office of the Bugle to see the usual pandemonium. Reporters were running back and forth, talking on the phone, typing frantically. And, as usual, the entire affair was overseen by the jolly one himself: J. Jonah Jameson.

"Robbie, where's my layout?" he shouted as I walked toward him. "Foswell, I need that story done in thirteen seconds or you'll be stuck as a food critic! And you!" he added, pointing to me as I walked up to him.

"Got your pictures, boss, right here," I said cheerfully, handing him a set of photos from a bank robbery I foiled on the way to school that morning.

Jameson looked at the photos briefly before throwing them over his shoulder. "Garbage!" he declared. "Every last one of them!"

"So, you don't want photos of Spider-man?" I asked, scrambling to pick them up before anyone stepped on them.

"Not the point. What is the point? Here's the point!" he ranted, taking out his phone and showing me a picture. "New photographer beat you to the punch on a spider fight that happened just ten minutes ago!"

"What?!" I asked, shocked. I swiped the phone out of his hand and looked at the picture. There I saw me, dodging Skully's knife. "I-I don't believe it!"

"Believe it, kid!" Jameson said, taking his phone back. "And if I catch you handling my property again, I'll rip off all three of the whiskers on your chin! Now get out of my office! OUT!"

I turned around and stormed out of the office. This is just perfect! I needed that money for my bills! And it's not like I could sell the photos to anyone else. Last time I tried that Jameson got me locked into an exclusive contract. If this keeps up, Aunt May and I could be evicted! Once I find out who took those photos, I'll...I'll...do nothing but know my competition, I guess.

As soon as I walked out the door, a shady guy in a trenchcoat and a fedora approached me. I wish I was kidding, he was wearing a freaking trenchcoat and fedora! What sort of fashion statement is that?

"Peter Parker, right?" he asked.

"Uh," I said impressively. I was too stunned by the guy's clothes to really process what he said. "Do you realize you look like you walked out of a bad detective movie?"

Nice going, Pete. Insult the guy. Brilliant idea.

Trenchcoat laughed. Thank god, he has a sense of humor. "Well they say clothes make the man," he said. "And I'd like to be an effective private investigator. Name's Mac Gargan." He stuck out his hand.

"Peter Parker," I said, taking it.

"Parker, eh?" he said grinning. "Just the man I was looking for."

"I am?" I asked. This can't be good.

"Yes," Gargan nodded. "I'm glad I caught you here. I'd really rather not bother your aunt with this, given her condition."

"How do you know about her!?" I asked in alarm. I grabbed his collar. "Have you been spying on us?"

"Relax, friend," Gargan said, putting his hands up in contrition. "I mean no harm. Joe Robertson's an old friend of mine, he mentioned you at our last get-together." I looked at him closely. He didn't seem to be lying. I put him down. "Thank you," he said, tipping his hat.

"So, what do you want?" I asked him.

Gargan grinned. "I want your help in a case. My client is offering a substantial amount of money for the true identity of Spider-man. I figured that someone with your experience would be able to give me some insight. I'd be willing to split the take if you're willing to be my informant."

I took a step back in shock. Someone's paying a private detective to figure out the webhead's secret identity. They probably want me dead. But who's behind it. Gotta play it cool.

"I hate to rain on your parade," I said, "but I don't know who Spider-man is."

"Of course you don't," Gargan said, putting his hands in his pockets. "I wasn't too optimistic to think Spider-man would be willing to divulge his secrets to anybody. But, you have been observing Spider-man in closer proximity than anybody for several months now. That sort of experience, that closeness, no matter whether you no each other personally or not, can prove useful. I'd like you to tell me anything you know about Spider-man's personality and technique."

"What good would that do you?" I asked, raising an eyebrow. "You wouldn't know who he is."

"True," Gargan conceded, "but in my experience, every bit on insight on the, for lack of a better word, perp proves valuable to the investigation. Of course," he added taking a business card out of his pocket," I don't expect you to make a decision right away. Here's my phone number. Call me if you're interested." He walked away before I could answer.

I doubled back into the Bugle, waited ten minutes, and then walked four blocks before changing into my Spidey suit. I then swung three laps around the city before finally making my way home. Something about that Gargan guy put me on edge. I mean, it's probably nothing, but something about the way he spoke made me think he thought I was Spider-man. Or that I could lead him to Spider-man. One or the other. Point is, he probably wanted to tail me, see if I led him to Spider-man. Hence, the runaround. I needed to throw him off the scent. It doesn't really do much, I guess. I mean, he did say he knew where I lived. But at least it gives me some cushion.

"Aunt May?" I called out as I opened the backdoor into the kitchen. "I'm home." I walked into the living room to see...someone else standing there. And he was definitely not Aunt May.

"Captain Stacy? What are you doing here?" I asked as I approached Police Captain George Stacy. Gwen's dad. He's a good man, teaches a criminology seminar at the school. That only people I know are taking. Weird. It's like everyone I end up hanging out with (or being tormented by in Flash and Sally's case) wanted to take that class and no one else. How come I never noticed that before.

"Looking for you, Peter," he said approaching me. "I sent Officer DeWolff to pick you up at the Bugle, but I guess you two missed each other."

"Pick me up?" I asked, the hairs on the back of my neck sticking up. "What's going on?"

"Eddie Brock has escaped Ravencroft, and if he's found the symbiote again, Venom will target Spider-man," he said, giving me a funny look. Whenever Captain Stacy talked with me about Spider-man, it always gave me a funny feeling. The stuff he's said to both Peter Parker and Spider-man had some...ambiguity.

"Eddie?" I asked in mock horror. "_He's _Venom!?"

"You didn't know?" Captain Stacy asked, raising an eyebrow. "I thought somebody who's been on the Spider-man beat as long as you have would know all about his enemies."

"Believe me, sir, I had no idea," I lied. "I didn't even know he was in Ravencroft. All I knew is that he stopped showing up at the ESU lab again. I called him a few times, but he never answered."

"I see," he replied. "Well, Peter, Brock _is_ Venom, or at least he was. The alien symbiote he bonded with to form Venom escaped during Spider-man's last battle with him. Without the symbiote, he has no powers."

"So, he'd be looking for it," I said, putting a finger to my chin thoughtfully. "And then he'd go after Spider-man for revenge...WAIT!" I added. I think I know why Captain Stacy's here now. "Venom publicly accused ME of being Spider-man! That means-"

"It means you and your aunt are in danger," Captain Stacy finished putting a hand on my shoulder. "I've already taken her into protective custody. I'd like to do the same with you. If you would come with me."

I didn't say anything as he led me out the door and down the block. I didn't want police protection. Well, not for myself anyway. I'm Spider-man, for crying out loud! I can hardly be a hero when I'm under police surveillance. Even if it is for my own safety. But I couldn't think of a good reason to argue without revealing my secret identity.

It wasn't until after Stacy led me to his car and we were on the road that I finally thought of something to say. "How long will this protection be lasting?"

"Until we catch Brock," Stacy said, not looking at me. "Until then, you and your aunt aren't safe."

"But what about school?" I asked. "What about my jobs at the Bugle and at the lab?"

"You'll be able to go about your life as usual, Peter," Stacy said calmly. "You'll just be having a police escort at all times, and you'll be staying at a safehouse until Brock's back in custody."

"Great," I said, folding my arms. "Just what I needed. Extra attention."

"I know it's not ideal, son," Stacy said sympathetically. "But it's for your own safety. We don't want anything to happen to you."

"I understand," I grumbled. "It's just...Eddie was my best friend once. Practically my brother. But that was before that alien showed up. I just wish there was something I could do for him."

"There's nothing you can do," Stacy said. "Except hope that we find him and get him the help he needs."

**Author's Note: Well, this wasn't as much fun to write as the fight scenes. But it's important, dammit! I need to set up my future plot ideas.**

**Don't really have much to say this time around. Gonna probably update the Harry Potter story next time, so you guys are gonna have to wait a little while before more Spidey action. Please remember to review, and I'll see you next time!**


	4. Chapter 3: Carter and DeWolff

Liz didn't know what she would do without _I Love Lucy_. A show where all problems, no matter how big or how small, could be solved in a mere 22 minutes. It gave her hope. Not to mention that making her laugh helped distracted her from her own problems. And boy did she have problems.

It all started with her brother. Mark Allan. He was wonderful. Supportive, loving, fun, maybe a little protective, all around the best brother she could ask for. But there was a problem. Mark was an addict. He loved to gamble, and losing wouldn't discourage him. He always was an optimist. It was one of the things she loved about him. But when every single horse was, as he put it, "a lock," it didn't really help matters. His debts became too much, and he was desperate. So desperate that his solution was to steal a car. The result? Six months in juvenile hall. And with Mom and Dad working all the time, she was pretty much alone.

The only thing Liz had left was cheerleading. It's how she met Sally, her best friend. She was a bit rude, but Sally understood her better than anyone. It's how she met Flash, her first...well, she wouldn't say love, but her first boyfriend at least. He was arrogant, yes, but she knew the gentler Flash. He listened when she told him about Mark, and he cared.

But Flash was a spoiled brat at heart, and another boy had gotten her attention anyway. Petey. He was different. He was smart, shy, sensitive, sweet...he was a lot of s-words. She tried to brush him off, after all, he wasn't her boyfriend. He was just some geek. But she was smitten. And she and Flash broke up. So, she and Petey hooked up. They dated for a while. It was great!

But there were two problems with Petey. First there was his job. It was constantly pulling him away from her. He even had to run off during Valentine's Day! Alone, that wouldn't have been a dealbreaker. He needed the money to help his aunt pay the bills. She understood that. On the other hand, there was Gwen. Gwen was a nice girl, a friend that Petey introduced her to. A girl that Petey was hopelessly in love with. That Valentine's Day, when he left to take photos of a gang war, he apologized to Gwen, not her! Petey dumped her shortly after that.

Around the same time, Mark was released from juvie. Liz was ecstatic! Mark was free, he was happy, he was dating Mary Jane. But it didn't last. Mark slid back into gambling, and he was losing again. Something happened to give him superpowers and turn him into Molten Man, and he was told that killing Spider-man would free him from his debts forever. He thought it was a lock. But the whole thing ended with him locked up in prison. Without Mark or Petey, Liz was truly alone. Sally tried to help, but she didn't understand. She never liked Petey, and she couldn't hide how happy she was that they had split up. Well, at least Lucy and Ethel never left her.

Liz heard a knock. She turned off the television and stood up from the couch. "Coming," she yawned. She glanced at her watch. It was nearly midnight. It couldn't have been Mom or Dad, they wouldn't have knocked. _Who could that be at this hour? s_he thought.

She froze at the door. This could be dangerous. She'd been attacked by supervillains before, and it wasn't fun. She looked through the peephole. It was that new kid that was at school earlier today. She didn't remember his name. But she was pretty sure that he wasn't a supervillain. At least, not one she had heard of. He knocked again. She sighed, and opened the door and stood in the doorway.

"Hey," the new kid said. "Is Mark home?"

"Mark?" Liz asked, confused.

"Mark Allan," the kid said. "This was the address he gave me last time I saw him. He does live here, right?" he added, scratching his head sheepishly. "I don't have the wrong place?"

Liz gaped at him. "Who are you?" she whispered in shock. "How do you know Mark?"

"Robert Farrell," the kid said, holding out his hand. "I met Mark in juvie. He's a friend of mine. Told me to look him up when I got out."

Liz took a step backward into the apartment. "Well, Robert Farrell, I don't know if you heard, but Mark's in jail," she spat. "Now stay away from me, or I will call the police!" She slammed the door.

* * *

The safehouse was small. It was a four room building in Long Island with two bedrooms, a bathroom, and a kitchen. It was cramped and it barely held our stuff. Not to mention I had a sneaking suspicion that the cops had the place bugged. I hated it, but it was a safe place for Aunt May until Eddie was taken care of.

Eddie...Once upon a time, he was my friend. Close enough to be my brother, even. We both lost our parents in the same plane crash, and he took it upon himself to look after me in school. But he was jealous of me having Aunt May and Uncle Ben, and a few misadventures as Spider-man led him to blame me and Spider-man for everything going wrong in his life. Then he found the symbiote and learned I was Spidey and bam! Instant supervillain. I need to help him.

Best way to help him was to get him back to Ravencroft. The doctors there can help him.

I think. But for now, I gotta play along with the whole police protection thing. Which has been swell, just...just swell.

My police escort introduced himself as Officer Carter. I've seen him a few times before. Turns out being Spider-man means seeing the same cops over and over when fighting bad guys. He was nice enough, if a bit overzealous. No matter how much I protested, he insisted on roaming the halls with me and sitting in on my classes. Flash thought it was hilarious, I'm sure. He kept trying to get my attention in the hall between classes, but I ignored him. I had had enough of his torment for a lifetime. Everybody else left me alone though. I heard them whispering, but nobody talked to me, nobody even wanted to sit with me and Carter at lunch. Even Harry kept his distance, not that I blamed him. I wouldn't want to be near someone that needed a police escort either.

Gwen wasn't in school for three days. I wanted to ask Harry if he knew why, but he was looking just as confused and worried as I felt. When I went to the Empire State University Lab for our internship, she wasn't there either. Dr. Warren told me that she had called ahead of time and said she would be unavailable for a while, but refused to explain why. So, I worked by myself while Carter stood in the corner glaring at the test tubes and Dr. Warren and his assistant Debra Whitman worked on whatever it is their nanomachines were supposed to do. They had explained it to me and Gwen, but I was only half listening at the time. It was the day after Mr. Osborn's funeral, and I was still shaken up pretty badly.

"Parker," Debra said, snapping her fingers in front of my face.

"Uh, what's up, Debra?" I asked sheepishly, looking up from my clipboard. Oh, great. How long had she been trying to get my attention? She was angry again. She was always angry at me.

"Keep an eye on your guest," she said, jerking her head in Carter's direction. "I just had to stop him from touching the chemicals. He nearly blew up the lab!"

I looked over my shoulder at Carter. He was looking apologetic and somewhat worried. He had walked several steps away from the table with the test tubes he was looking at earlier. What an idiot. "Maybe if you put a warning label on this stuff, you wouldn't have to worry about it!" he snapped at her.

Debra whirled around, and I swear I saw smoke leaving her nostrils. I took a few steps back to maintain a safe distance. It wasn't wise to be near a powder keg when it exploded. "Here's a tip for you, Officer," she snarled, striding toward him. "If you don't know what something is or what it's capable of, don't touch it!"

"Oh yeah?" Carter stepped up to meet her. "You said that these chemicals were dangerous if they were mixed, right? Maybe you shouldn't _store them right next to each other!"_

"You have no business being here," Debra retorted. "You are a danger to everyone here, and I think you should leave!"

"Listen, Deb-"

"Uh, don't call her Deb," I said nervously. "She hates that."

"-I am here on official police business, and nothing you can say can change that, so you'd better get used to it!" he finished. Either he didn't hear me or he didn't care.

"Oh, no," I muttered, putting my face in my hand. Debra seemed to swell with anger, but Dr. Warren cleared his throat. He was a soft spoken man, but he always commanded attention, and he was the only one who could keep Debra in check when she went on a rampage. "Debra," he said calmly. "Can you look at this simulation please? I think these results are something that you'd want to see." He looked at his watch, then said to me. "Peter, it's getting late, perhaps you and Officer Carter had better be going."

"Sounds like a plan, Dr. Warren," I said, silently thanking him as hard as I can. He gave me a wink as I gave Carter a little push and we exited the lab.

"I don't know how you can stand working in that place," Carter said to me as we walked to his car. That car was probably the only upside to this whole situation. I hated taking the bus everywhere.

"I like working there," I said quietly. "It's interesting work."

"I'm not trying to badmouth science, kid," Carter said, slapping me on the back. "I'm sure it's a thrill, and anyone who understands that sort of stuff impresses the hell out of me. But I hate working with certain kinds of people, and Deb is one of them."

"She's not too bad," I said, not even believing what I was saying. "She and Dr. Warren have taught me a lot." That part was true. If it weren't for her temper, Debra would've made a good teacher. "Besides, Gwen's usually there to help everything run smoothly and keep everybody happy." I stopped walking and glanced down at my feet. "I hope she's okay."

"I'm sure she's fine, kid," Carter said, putting a hand on my shoulder. "She's probably just got the flu or something." I didn't believe that for a second. If she were just sick, Harry wouldn't have looked so concerned at school, and Dr. Warren wouldn't have been so evasive as to why she wasn't at the lab. Carter glanced around. "Now, do you remember where we parked?"

I looked around the parking lot. I saw tons of cars, but I didn't see Carter's police car anywhere. I looked at Carter and shrugged. He swore. "That's just perfect," he grumbled. "Come on." He started jogging down a row of cars, searching. I started to follow, when my spider sense started blaring. I started to shout to Carter, but it was too late, as a large cat-like creature lunged out from behind a car and pounced on me, pinning me face down on the ground.

"Little boy," a voice growled in my ear. "You have his scent. You know Spider-man. You will be bait for Kraven's trap."

"Kraven," I gasped, struggling to breathe. "Let...me...go!" I thrashed about, but Kraven was strong and I didn't want to give myself away so easily.

"I think not, boy," Kraven said. God he smelled even worse than I remembered. "Kraven is meant to hunt, and Kraven does not sacrifice hunt for anything."

Before he could say anything else, I heard a crash and some grunts, and a weight was lifted from my shoulders. I pushed myself up off the ground and saw Officer Carter wrestling with Kraven the Hunter, and holding his own at that. Carter was on top of Kraven, with an arm hooked around his neck. "Kid!" he shouted to me. "Get to the car and call for backup! I'll hold off Fluffy here!"

You don't have to tell me twice. "Got it!" I shouted back, scrambling to my feet and running. It would have been easy to follow Carter's instructions if I knew where the car was, but I had other plans. If Carter wanted backup, Spider-man would certainly qualify.

I sprinted down the parking lot toward a nearby campus gymnasium to change. I ducked behind the building to change, but I skidded to a halt when I saw someone already there. It was a familiar face, with blond hair and a black T-shirt.  
"What's up, bro?" Eddie Brock said, grinning and leaning against the wall.

"Eddie?" I said in horror.

"I thought you'd come here to change if I arranged for a little crisis in the ESU parking lot," he said. He walked toward me and pulled out a knife.

"I?" I asked, taking a step back. "Not we?"

"I haven't found the symbiote yet," Eddie admitted. "But I _did_ find Kraven and I pointed him in the right direction. And now I can kill you and it will know and it will never leave me again!"

"You didn't tell Kraven who I was," I said, bending my knees. I had to be ready to move at any second. Ready to fight, ready to run. I wasn't sure which yet. I needed to know what Eddie was planning. I needed to keep him talking.

"I told him that Peter Parker was a close friend of Spider-man's, and that that was the only reason Parker was able to get such great pictures for the Bugle," Eddie explained. "Though I guess you don't get all the best shots anymore, do you?"

"_You_ took the pictures of me fighting the guy with the skull shirt?" I asked.

"You got it," Eddie said, grinning. "I don't know who that guy was or why he was after you, but I'm glad he gave me a new opportunity to mess with your life. After all, you always cared about that job more than you cared about me, so it was only fair that I took a paycheck away from you!"

His eyes flashed. He was going to attack. He ran at me, holding the knife up high. I dove to the right and rolled back to my feet. "You took everything away from me!" he yelled slashing at me again as I dodged. "My job, my education, my future! My freedom! My LOVE!"

I danced away from the knife's blade. "Your "love" was a crazy alien that turned you into a psycho!" I shot back. "You're sick, Eddie! You need help!"

"No!" Eddie roared, charging at me. I jumped left and found myself against the wall of the gym. Awesome. "I need you dead!" Eddie lifted the knife up and advanced on me menacingly. I wasn't getting through. I had to knock him out.

There was a gunshot. Eddie swore as he fell to one knee. His leg was bleeding. "Oh my God!" I shouted as I started to run toward him.

"Hold still, Parker," I heard a voice say. I looked up from Eddie and saw the shooter. She was a cop, with dark eyes and shoulder-length black hair. She was pointing her gun at Eddie. "He could still be dangerous," she said as she walked toward Eddie.

"You're gonna regret that," Eddie spat as he lunged toward her clumsily with the knife. The cop stepped to the side and kicked the knife out of his hand nonchalantly. She holstered the gun and pinned him to the floor, handcuffing him.

"You have the right to remain silent," she said over his screams of pain, "though I understand if you don't want to."

"Do you think this is a joke?" I asked as she helped him to his feet. "You shot him!"

"I didn't want to," she grunted as she started dragging him away. "But I was too far away to stop him from getting to you. Now if you feel like helping, I need to get this poor guy to the hospital."

I held back my anger as I grabbed Eddie's arm and heaved. I didn't care about holding back my strength for the sake of maintaining my identity, my friend had been shot and his safety was more important. We dragged him to a police car that was still running at the side of the road. The cop opened the door and we placed Eddie inside. That's when I gasped and remembered.

"Wait," I called out as she got into the driver's seat. "Officer Carter is in trouble. He was protecting me from Kraven and-"

"I already called for backup," she said, opening the passenger-side door from the inside. "Right now, my priority is getting Brock to the hospital and getting you to the safe house."

"You know?" I asked as I climbed into the car.

"My name's DeWolff," she said over the siren as we started moving. "I'm Carter's partner, and I've been shadowing you for the last three days. When Carter sent you to the car to call for help, he was actually giving me a signal to call for help and keep an eye on you. But it looks like you panicked, since you ran away from the parking lot."

"Y-yeah," I said, trying to look ashamed. "I panicked."

"No big deal," DeWolff said gently. "You were in a scary situation, so that's natural. Besides, you led me to Brock, so all's well that ends well."

"Except for Officer Carter fighting a mutant cat-man," I replied.

"Officer Carter is one of the best hand-to-hand fighters in the force," DeWolff answered, clearly hoping to reassure me. "Even if this guy is superhuman, Carter's gonna give him a hard time. And Captain Stacy answered my call for backup, so he won't be alone. And," she added, grimacing, "I hate to admit it, but we can probably count on Spider-man making an appearance, too. This sort of freak is right up his alley."

I looked out the window, not saying anything. Carter might be tough and have all the backup in the world, but Kraven wasn't a normal crook. He was a supervillain, and I have yet to see the cops win a fight with one without Spider-man's help. And as long as Peter Parker was under police protection, then the cops couldn't count on Spider-man to help them.

**Author's Note:** **It's been a while, hasn't it? Between job hunting and my just now discovering the awesomeness that is Shovel Knight and Game of Thrones (I know, I'm behind the times), I've been distracted and busy. But I had fun writing this, especially the scenes with Kraven and Eddie. I like putting Peter in situations where his life and his identity are simultaneously at risk. I do not like all the recaps I have to write, but I'm hoping that I can get through them painlessly without them stopping the action too much. Bah, I'm rambling, I hope you enjoyed reading and I hope you review! See you next time!**


	5. Chapter 4: Freedom

Chapter 4

Stan Carter was bleeding from several places. His shoulder, his thigh, and his forehead had all been cut open from the struggle with Kraven. He was on top of Kraven and had his hands wrapped around the beast's neck, and yet he still was losing the fight. Blood was obscuring his vision and his breath was haggard, while Kraven only had ruffled fur. He wasn't sure if they had been fighting for three hours or thirty seconds, but he did know one thing for sure: if he didn't end this fight soon, he would most likely die.

"You're pretty good for a house cat," Carter grunted as he punched at the beast's face. Kraven grunted and grinned as his head barely turned with the force of the blow.

"You fought well, too, for a time," he growled, "But now you tire, while Kraven's reserves of strength have yet to truly be tapped."

"Oh, yeah?" Carter said, grabbing the sides of Kraven's head and headbutting him. Carter's ears were ringing, and Kraven hissed in either anger or pain. Carter doubted that it was the latter, but he could hope. "I can do this all day, furball," he said, sounding more confident than he felt.

"You are a liar, human," Kraven responded. "Your breaths are deep and ragged, and your blood spills profusely. Your movements are slow and your attacks are weak. You have succeeded in your goal to delay Kraven, though. Kraven can no longer smell Spider-man. So, now, by the laws of the jungle, you must take his place and become Kraven's prey. Give up this pointless struggle and die with dignity."

"Dignity?" Carter asked incredulously. "You've never spent a night drinking with me if you think I have dignity." Carter slammed Kraven's head against the pavement several more times, but Kraven did not react this time. The beast let out a laugh and finally moved. Carter didn't know how, but now he was on the ground, pinned and too weak to struggle, with his arms held up uselessly in front of his body as Kraven's claws cut all over him again and again. Carter's brain was screaming at him to move, to fight back, but it was useless, his arms and legs were too heavy. He squeezed his eyes shut and waited for death.

But death never came. Kraven was no longer laughing. He was screaming. With pain. The pressure on his chest was gone, and he heard a dull thud. Carter opened his eyes uncertainly and laughed at what he saw. Kraven was on the ground, unconscious and twitching. He had been hit with twelve tasers at once. Cops were everywhere, setting up a perimeter, restraining the beast, and bringing medics to him. With the medics came Captain George Stacy.

"About time you showed up, sir," Carter gasped, giving a weak smile. "I was afraid nobody would believe the story of how I beat Kraven the Hunter."

"The only thing you beat him at is a bleeding competition," Stacy answered with a smile. Carter tried to say something, anything about the mess that had been made on his watch, but all he could do was cough up blood. "Don't speak," Stacy said seriously. "Rest and enjoy your victory. Eddie Brock and Kraven the Hunter are now in custody, and Peter Parker is safe. You and DeWolff did very well."

* * *

You know, out of all the words I've used to describe my adventures as Spider-man, "convenient" was never one of them. Between Eddie somehow becoming Kraven's new best friend, DeWolff showing up out of nowhere to save me (Not that I needed saving, of course. Wait, who am I justifying myself to?), and Captain Stacy personally leading the NYPD to rescue Officer Carter, it turned out Spider-man was never even needed that night. Pretty darn convenient if you ask me, since Officer DeWolff had made sure Spider-man wouldn't be seeing any action when she insisted on dragging me back to the tiny safehouse as soon as a pair of cops arrived to watch Eddie and make sure he was safely brought back to Ravencroft Asylum. Even worse, since she was staying in the safehouse instead of Carter that night, I had to put up with her grumpy attitude all night. At least Carter was willing to watch TV and play board games with Aunt May when she asked. DeWolff was professional and courteous with her words, but her body language made it clear she didn't want to be there. Well, welcome to the club, it's called EVERYBODY!

Thank god we were allowed to go home the next day. No more crowded safehouse in the middle of nowhere, no more Aunt May fretfully worrying about Eddie (at least, not vocally), and best of all, no more cops getting in Spidey's way! Swinging to school had never felt so sweet, and having people actually talk to me was amazing. Everyone, even Liz and Sally, congratulated me on my new-found freedom. Well, almost everyone. I had ignored Flash, since I knew he was just going to insult me again, and Harry didn't actually congratulate me. No, he ruined my day instead.

"Hey, Pete," he had said when he approached me in the hallway. "What happened to your escort?"

"Don't need it anymore," I said happily as I closed my locker. "Eddie Brock's been locked up."

"Really?" Harry asked.

"Yep!" I replied cheerfully. "I was there, too. I can't wait to tell you and Gwen all about-"

"Pete, Gwen's gone!" Harry interrupted. My jaw dropped almost as fast as my heart sank. Harry leaned in and whispered, "She told me she was going into police protection after Eddie escaped. After all, Venom tried to kill her last Thanksgiving. But something felt wrong about that once I saw you walking around school with an escort. 'Why couldn't Gwen have done that?' I asked myself. And then she stopped answering my calls. I tried to talk to her dad about it, but he wouldn't tell me anything. And now, here you are, telling me you have no more escort and Eddie's behind bars, and Gwen's nowhere to be seen. I think something might have happened to her."

I was stunned. I awkwardly stammered out some words of comfort and reassurance that I did not even believe. I went through the rest of the day in a daze, waiting for school to end. I knew what I was going to do with my newly regained freedom to be Spider-man. I was going to find Gwen.

* * *

As the guards led Eddie back to his padded cell, he saw his fellow prisoner, or patient as they were called by the doctors who kept wasting his time, Otto Octavius being led by a guard to a therapy session with Doctor Kafka. Eddie and Otto had had group therapy together before he took advantage of a guard's attraction to him to get smuggled out of the asylum. The two of them had talked privately over meals as well, and Eddie was surprised to learn that the meek, simpering man was an act to hide the dangerous criminal mastermind Doctor Octopus. Even more surprising was how he had deduced Eddie's escape plan before he had left, and had agreed to keep his silence in exchange for a message being delivered to his henchman the Tinkerer, who had set up a hideout in the Bronx and who Otto said could help him find his lost love.

Eddie had originally planned to go back on his word, but he changed his mind after deciding that an alliance with Otto's little group of supervillians could help him lure out that goody-goody Parker and that any lead for his lost love should be followed, no matter how slim it was. Besides, he had no reason to insult his friendship with Doc Ock, at least not for the time being.

As the two criminals walked past each other, Otto bumped into Eddie and slipped him a note. Eddie waited until he was safely back in the privacy of his cell's privy to read the note. There was no proper toilet, as they feared that the patients would escape the asylum through the plumbing. Orderlies would empty the waste every hour, which was not often enough to effectively combat the smell, no matter how sterile they insisted the place was. _I was hoping to at least have a week away from that damn smell,_ he was thinking as he unrolled the paper. "I see you have once again been incarcerated," it read. "That is regrettable, though not altogether unexpected. Both the police and Spider-man have doubled their efforts when it comes to men like us ever since the incident with the Green Goblin. However, there is no need to despair Edward, for we shall both taste freedom sooner than you think. For I am the Master Planner, and I always have a plan."

**Author's Note: It's been too long. I'm sorry. I've been through a bit of a family emergency a few weeks ago (don't worry, everyone's fine) and after months of frustration, I've finally found work. I am now a substitute teacher! Hooray!**

**Anyway, this chapter is a bit too short for my taste, but all I really needed to do was wrap up the dangling plot threads from this mini arc we just sorta did. I did like the banter between Carter and Kraven, but I was having trouble writing the actual fight for some reason, so I cheated and skipped to the end so I could wrap things up and set the stage for future chapters. I have six more chapters outlined and waiting to be written, and the next one will feature a brand new villain. I'm so excited! Hope you like the chapter, please remember to review, and have a great day!**


	6. Chapter 5: The Kingpin's Demands

**Norman Osborn's Journal Day 3**

I swore that I would never be helpless again. And I planed to make this a reality by augmenting my natural abilities and conquering the New York criminal empire, an idea that might have been considered science fiction if it weren't for the surprise appearance of the Spider-man and the Vulture. However, if I wanted this dream to be a reality, I needed money. One might think that this wasn't a problem for a man as wealthy as I, but I didn't want it to be traceable to me. If I were to use my corporate profits or my personal savings, my plans could be traced back to Norman Osborn and I could end up imprisoned. And that would be unacceptable for a man like me.

Just when I thought I would have to take a risk, two men approached me with an opportunity. One was called Hammerhead, a lieutenant in the largest criminal empire in the city. The other was his employer, who introduced himself as the Big Man of Crime. His real name was Lonnie Thompson Lincoln, but he preferred the name Tombstone. Like me, he was a prominent businessman and philanthropist with an interest in criminal activities. And he had sent Hammerhead to offer me an interesting proposal.

The Spider-man had been scaring Tombstone's men off the street, severely cutting into his profits. After assassination attempts had failed, Tombstone came to me with this proposal: create superpowered criminals to distract the Spider-man, similar to the super criminals he had already faced such as the Vulture and the Lizard, allowing for his empire to flourish. In exchange, I would be paid several million dollars in cash for each specimen. This allowed me to gain the untraceable funding I needed, as well as a parade of test subjects to prepare for my own future augmentations. The stage was set, and my genius would soon come to fruition. And it almost came crashing down when I was struck by betrayal.

* * *

Okay, I've been web-slinging across the city for about three hours now. I'm starting to freak out a little. Where the heck is Gwen? How could I not have noticed she was missing? I've got to figure out something soon or I'll never be able to forgive myself.

Let's think, Harry said Gwen was going into police protection and that she hasn't answered her phone since then. And her dad has been very quiet about the whole thing. But if the protection was only because of Venom, then she should be free to go like I am. So, either Venom wasn't the reason for the protection or somebody got to her. Or maybe both. Regardless, just checking out Gwen's usual hangouts and swinging around aimlessly definitely hasn't helped. It's time to change my strategy. Or maybe, I can get a certain someone to help me.

* * *

Gwen was used to the dark at this point. She had been blindfolded, gagged, and chained to the wall for the last three days. At least, she thought it was three days. It was kind of hard to keep track of time with no visual or audio stimulation. She neither saw nor heard any signs of life outside of her little cell, and she was too distracted by her hunger to think about it.

In order to keep from going crazy, Gwen had taken to reciting as many elements and mentally solving as many math problems as she could remember. It was maddeningly boring, but at least it was better than trying to figure out how she got captured or how to escape. Whoever had chained her up had allowed for just enough wiggle room to create an illusion of autonomy, and after two days of struggling, she realized it was done on purpose to break her spirit. And her capture had happened so quickly that all she remembered was that it involved tear gas and that the police officers her father had assigned to guard her were probably captured as well. Or dead.

Light started shining through her blindfold as she heard a creak. Did the door just open? Is somebody coming in? Gwen tried to get her visitor's attention, but the blindfold and the chains kept her from making a lot of noise. Whatever hope she had of being rescued by this newcomer was dashed when she heard a deep, gravelly voice say, "Easy, princess, as long as you are a good hostage, nobody's going to hurt you. I just need to take a few photos of your current condition to send to your father. If you stay still and cooperate, maybe we'll see about getting you some food." Gwen wanted to defy the man, but the thought of food was too tempting. She stayed limp and unmoving as she saw flashes of light through the blindfold.

* * *

"Ah, Spider-man," Captain Stacy said as I was thinking of the best way to surprise him, "fancy seeing you on my ceiling."

I dropped down from the ceiling and landed on top of his desk. Stacy didn't even react. Just kept typing away at his computer. "You know, I was hoping to surprise you. Do you have spider sense now, too?"

Stacy laughed. "Let's just say that you don't become a police captain without picking up a few things. I learned a long time ago that it pays to be aware of your surroundings at all times." He slid his chair back and looked away from his computer monitor. "So, what can I do for you?"

I flipped off the desk and landed on one of his office chairs. I leaned back and said, "Well, I've been a little bored since you guys stole my thunder on the whole Eddie Brock thing. Didn't even know he escaped until I saw that you locked him up. Nice work, by the way."

"Thank you."

"No, thank you. Anyway, I got a little embarrassed and thought to myself, 'I better find a new heroic deed before Jolly Jameson starts ranting about how unnecessary I am. Again.' So, I've had my ear to the ground, and wouldn't you know it, I hear that a girl has gone missing."

Stacy narrowed his eyes and frowned. "Gwen. My daughter. I've been looking for her for three days now. The officers I've assigned to protect her after Brock broke out of Ravencroft haven't reported in either. I currently have Lee and Gonzalez, my two best detectives, investigating this as a kidnapping."

"Have they found anything?" I asked, trying not to sound as desperate as I felt.

"They acquired the remains of a gas grenade from the safehouse we planned for Gwen." he said, pulling up a report on his computer and sliding the monitor around to show me. "Forensic analysis shows that it is..."

"Tear gas," I finished, leaning forward. "A potent mixture at that."

"That's right," Stacy answered. "It's the same mixture that we used to use for our riot police before Mayor Hollister discontinued that policy for being too inhumane. Either someone stole our old grenades as we were destroying our supply or our old supplier is connected to this."

"Maybe I'll go pay this supplier a visit," I said, getting excited again. Talking to Captain Stacy was the right move after all. He's always been on top of things, even when the rest of the cops got duped when the Chameleon impersonated me.

"Already tried that, Spidey," Stacy responded, pulling up a photograph of an old man with scraggly, shoulder-length gray hair. "This is Spencer Smythe, our former supplier, and he has also vanished. Lee and Gonzalez visited his last known residence to find it abandoned. We talked to all his known associates, and they haven't seen him for over a month."

"Dammit," I muttered. "Well, maybe I can try talking to these associates. See if they're more willing to talk to me than to a few cops."

"Worth a shot," Stacy said pleasantly. He turned the monitor back to face him and printed out a list of names and handed it to me. I looked it over and saw at the top of the list:

"L. Thompson Lincoln?" I asked, shocked. "This guy worked for Tombstone?"

"Yes, but a lot of people worked for Lincoln," Stacy answered. "It doesn't necessarily mean that Smythe was working for Tombstone. Though we are keeping that possibility open."

"Well, if I don't find anything, at least I'll get to mess with Tomby," I said, standing up. "I'll keep in touch, Captain."

"All right," Stacy said, turning to his computer as I walked toward the window. "And thank yo-" He stopped. His jaw dropped. "Spider-man, you might want to see this," he said, sounding both furious and scared. I turned around, and my heart sank. On the monitor was a photograph of a blond girl slumped over, blindfolded and chained to the wall. It was Gwen.

* * *

"Eugene, can you get the door? I've got my hands full with dinner!"

"Don't call me that, Mom!" Flash shouted as he walked down the stairs.

"What's wrong with Eugene?" his mother called as Flash walked over to the door.

"That's a geek name!" Flash shouted back. "It lumps me in with guys like Parker!"

"Peter's your best friend!" his mother replied as Flash pulled open the door. A shady-looking man wearing a trenchcoat and fedora stood on the doorstep. Flash gaped at him.

"Good evening," the man said, tipping his hat. "Name's Mac Gargan, private investigator. I'm looking for a Mr. Flash Thompson."

"That's me," Flash said. "Uh, not to be rude, but has anybody ever told you you look like you just walked out of a bad detective movie?"

Gargan chuckled. "Yes, actually, your classmate Peter Parker told me the same thing a few days ago. Yes, I talked to Parker. Now I wanted to ask you a few questions about your encounters with a certain Spider-man."

* * *

Mark Allen wasn't an unruly prisoner. After getting captured by Spider-man, he stayed quiet and docile, trying to keep his Molten Man powers under control. He briefly tried to kill Spider-man again when the Green Goblin coerced him by remotely activating his armor during a prison break, but other than that, he was a model inmate.

So, when he heard shouting and the sounds of a struggle outside his specially made cell in the Vault, he didn't move. But he did look up when he saw the door open. "Up and at 'em, Mark," said a silhouette standing in the doorway. "Rocket Racer is here to bust you out."

* * *

I swung over to Ryker's Island as quickly as I could. The photo that was sent to Captain Stacy was from a guy calling himself the Kingpin, and it came with a message saying that in order to ensure Gwen's safety, Stacy was to wipe the arrest records for several of Tombstone and Silvermane's lieutenants who were locked up in Rykers and arrange for their release. So while Stacy worked on tracing the computer that sent the message, I decided to talk to a few of these guys to see if they knew who this kidnapper is.

When I landed on the roof of the prison, my spider sense started going off like crazy. Half a second later alarms started blaring from inside. Oh, good. As if there wasn't enough going on today. I'm never gonna make my curfew.

By the time I got inside, I saw a depressingly familiar sight. Most of the guards were on the ground, either unconscious or dead, and those that weren't were vastly outnumbered. "Hang on, hang on, didn't I see this episode already?" I called out webbing up the closest group of prisoners. "I'm pretty sure it ended with you guys getting your butts kicked. So maybe you guys should just give up and get back in your cells if you don't want me to embarrass you again."

A few of the thugs backed down, but a deep voice laughed defiantly and a wall collapsed a second later. "Bring it on, webhead," Rhino growled, as he strode over toward me through the crowd of crooks. "I've been itching for a rematch."

"They make a special cream for that, you know," I quipped as he charged toward me. I jumped over his horn and shot a web around it. I shot a second web up toward the ceiling and pulled the two webs together. As I tried to tie the webs together, Rhino reached up, grabbed the web on his horn, and threw me face first to the ground. Ouch. I think that broke a rib. Or six.

"Okay, that was just rude," I said, flipping myself upright. "I'm afraid I'm going to have to put you back into solitary."

"I don't think so, Spider-man," Silvio "Silvermane" Manfredi said stepping over a dead guard. "We have spent enough time in this hellhole, I think. But first, I think I should take up extermination." I looked around and saw that all of the guards were on the floor. It was just me against the entire prison. Again. Why wasn't the lockdown kicking in? Did someone hack the security? Again? Several of the crooks were heading for the bridge connecting to the mainland, though Rhino, Silvermane, and a few other crooks had decided to try and fight me first. I had to move fast.

"Sorry, Silvy," I said, jumping back to the bridge and webbing the crooks at the front of the pack and pulling them into the guys behind them, "but the exterminators are on strike. And no scabs around to show you the ropes. You should just give up that dream." I made a spiderweb in front of the bridge to hold the prisoners back.

"You have no idea what you're dealing with," Silvermane growled, twirling a nightstick he must have picked up from a guard's corpse.

"Uh, Miss Striped Jumpsuit?" I joked, glancing about at the matching prison uniforms. Rhino howled and threw a chunk of wall at me from the left. I ran at the wall and slid underneath it, shooting webs behind me to catch the wall and bounce it safely into the harbor. I kept sliding underneath Rhino's legs, and jumped forward, sending a flurry of punches and kicks at the various thugs trying to attack me.

"So, Silvy, I gotta know," I asked, dodging his nightstick and throwing a punch in response. "Who won the Vault talent show?" Man, Silvermane is just as agile and strong as ever. It always amazes me how this old man is able to keep up with my spider speed. "I mean, I know you were all set to wow the guards with your stand up," I said, trying to sweep his legs, "but then I saw Rhino practicing his tapdance routine and the competition was suddenly to close to call."

Silvermane jumped over my kick and kicked down at my shoulder. I caught his leg and threw him into some thugs on my right. My spider sense blared, and I used a web to fling myself out of the way of Rhino's massive fist. "Do you ever shut up?" he yelled.

"Oh, come on, Rhino," I said, exasperated, "don't you know me better than that? Did my Christmas card mean nothing to you?" I shot a web around his legs and ran around him, winding it around his legs. I ducked and weaved through his blows as I circled him, and then I pulled. Rhino started to lose his balance, but then he took a step forward and shattered the webs.

"Oh, man!" I complained, nonchalantly backhanding a thug trying to sneak up on me. "That's the last time I take a battle strategy from Star Wars!"

"I have you now!" Silvermane shouted, tackling me from behind. Was that reference on purpose? Whatever. I shot a web into his eyes, rolled him off my back, and webbed the crime boss to the floor. At this point, only Rhino was still conscious. Huh, that's weird. Only Rhino and Silvermane came to fight me? What about the Enforcers? Or Molten Man? Did they just decide not to break out, or did they somehow sneak out while I was otherwise distracted.

Whoa, that's a horn that nearly impaled me. Gotta stay focused, or I'm gonna die. "Come on, Rhino," I taunted, "is that the best you got? Tinkerer punches harder than you!" Rhino roared in anger and charged at me again. I dodged his attacks and shot webs in every direction except directly at him.

"Come on, webhead," Rhino yelled. "How do you keep missing me?"

"Not aiming at you genius," I replied, "just setting a little trap for ya!" Rhino grunted in surprise as he realized he was trapped in a giant spiderweb, bigger and thicker than the one I used to trap Kraven a few months ago. As he thrashed and struggled, I hung from a web next to him and whispered soothingly, "Shh, shh, shh, it'll all be over soon, Alexander."

"Don't...call...me...Alexander," Rhino grumbled as he passed out. I breathed a sigh of relief and moved to check on the guards. Thankfully, most of them were still alive, and just wounded, and DeWolff and Carter arrived soon afterward with a team of cops to secure the prison. I made myself scarce as soon as I saw them coming, and swung for home. I might not have found Gwen yet, but after a fight like that, I needed some sleep.

**Author's Note: I know, I know, it's been a while. Long story short: my computer broke and I needed to replace it. Also, this was just a bitch of a chapter to write. My original draft had more for Rocket Racer to do, even had him tangling with Spidey for a bit, but things were getting long and a bit crowded already with this chapter, so that fight's gonna wait for another chapter. It's a shame, I always liked Rocket Racer. Blame the Mac Gargan and Gwen Stacy plotlines getting in the way. Maybe next time. Don't forget to review, and I'll see you next time.**


	7. Chapter 6: Detention

Mark was groggy, and his eyes were still having trouble adjusting to the sudden bright light. He barely heard the sounds of fighting and explosions outside his cell, but he couldn't see anything past the silhouette of the man who had just announced his intent to break Mark out of jail.

"Rocket Racer?" Mark repeated, feeling strangely calm. "What kind of name is that?" The whole situation felt so unreal, so dreamlike. Who would want to break _him _out of prison? He was convinced that any minute he would wake up and be alone again, so he might as well have some fun at his imaginary friend's expense.

"This coming from the 'Molten Man'?" Rocket Racer shot back playfully. "Sounds like you don't have any room to talk, my friend."

"Spider-man came up with that name," Mark protested. "I'd rather everybody just call me Mark."

"Well, Mark," said Rocket Racer as he walked over to Mark and grabbed his hand, "I suggest we get out of here before the guards organize or Spider-man shows up."

Mark gasped. Rocket Racer might have been wearing a dumb purple and yellow costume with a striped bandana covering most of his face and a freaking skateboard cradled under his left arm, but he couldn't hide his eyes. Mark knew those eyes of mischief and intelligence very well from his days at juvie. But before he could say anything, someone else entered the cell. Wearing a yellow suit with a quilted pattern and wielding two gauntlets that produce sonic blasts, Mark recognized him as the Shocker.

"You got the kid, Rocket Racer?" Shocker asked in his southern drawl. Rocket Racer nodded. "Good. Ox and Ricochet are clearing us a path. Let's hightail it out of here before the bug shows up."

Shocker ran off, rejoining the fight. Rocket Racer looked at Mark and asked, "Well, are you coming?" Before Mark could answer, Rocket Racer threw his skateboard on the ground and climbed aboard. The skateboard rocketed forward, propelling itself like it had the engine of a space shuttle or something. Rocket Racer's board sped through the guards and inmates at high speeds, as its rider used the speed to outmaneuver and overpower his opponents. _Dammit, Robert,_ Mark thought to himself as he ran after his friend and started throwing fireballs at the guards he had missed.

The fight lasted less than thirty seconds, and before he knew it, Mark was on a helicopter with Rocket Racer, Shocker, and Shocker's other Enforcers Ox and Ricochet. "What about the guards?" Mark asked. "We left them fighting the other prisoners you freed."

"They were just the distraction, boy," Shocker said calmly, as if he were discussing something as mundane as the weather. "Something to keep the guards busy while we escape."

"But they could die!" Mark shouted back. Rocket Racer shifted in his seat, looking uncomfortable, as Shocker shrugged dismissively. Mark grunted in anger as he looked out the window and saw Spider-man swinging past their helicopter, heading for Ryker's Island. He silently hoped that Spider-man would be able to save the guards and stop the madness. Freedom had better be worth it.

* * *

I can't believe this! I e-mailed those pictures to Jameson at one in the morning and they're on the front page in less than five hours? That's incredible! I just wish I could praise the Jolly One's journalistic integrity as much as I can praise his efficiency.

"'Spider-man Leads New York's Worst Ever Jailbreak'," a pretty female voice said next to me. I turned from my locker and saw Mary Jane Watson holding a copy of the Daily Bugle and smiling at me. "'Photos by Peter Parker.' Burning the midnight oil, Tiger?"

"Something like that," I answered, closing my locker. "I was looking for Gwen and I saw Spider-man and I was hoping to get his attention and ask for help. So I followed him and one thing led to another and..."

"And then you made the front page again," MJ chuckled. Wow. It had been a while since I last saw her smile. Ever since her boyfriend Mark Allen became Molten Man and nearly burned us both to a crisp, she had been pretty down. Of course, I wanted to help somehow, but the whole business with Harry and Gwen and Norman Osborn happened at around the same time and I was overwhelmed by it all.

"You make it sound like I chose money over my friend," I joked.

"Hey, it's in the paper," Mary Jane quipped back, holding up the paper for me to see, "so it must be true."

"It's not true," Flash protested loudly as he stormed over toward us. "Spider-man's not a crook!"

MJ and I exchanged confused looks. "Ah...we know that, Flash," I said. "I was there taking pictures, and I saw Spider-man stopping Rhino from escaping."

"But -" Flash started.

"Peter doesn't write the news, big guy," MJ explained in a sweetly patient voice, almost as if she were explaining something to a toddler. "He just takes the pictures."

Flash ignored the insulting tone of Mary Jane's voice as he suddenly narrowed his eyes with suspicion. "And how did you know how to go to the prison at midnight anyway, Parker?" he asked.

I shrugged. "Lucky accident," I lied. "I saw Spidey in a hurry to get somewhere and I followed him."

Flash still looked doubtful, and I braced myself for the crazy conspiracy theory that I am helping Jameson print his libel or whatever, but it never came. Flash's girlfriend Sha Shan Nguyen arrived and managed to distract him long enough for MJ and I to get away. "That guy is some piece of work," I said as we walked to our first class."

"Uh-huh," MJ answered in a slightly distracted voice. I followed her gaze and saw Harry, curled up in a ball under the stairs. He was shaking. Heart racing, I dropped my backpack in the middle of the hallway and ran over to him, MJ following close behind.

Harry was shaking uncontrollably. Tears were flowing down his face as he rocked back and forth while hugging his legs. He quietly stammered something I couldn't understand over and over again. "Harry?" I whispered, trying to keep myself calm. "Are you all right?" I gently touched his shoulder. Instantly, Harry shrieked loudly in either anger or pain. He whirled around and tackled me as Mary Jane screamed. I struggled, but I was too afraid of hurting him to get out from under him, and Harry wound up to punch me.

Mary Jane then tackled Harry, knocking him off of me, and slapped him across the face. "Harry, it's us! Your friends!" she screamed. I dove into the pile and forced the two of them apart, vaguely aware of the crowd gathering to watch the spectacle. Harry crumpled. He just slumped over and started wailing. He began chanting his mantra again, and this time I understood what he was saying: "Need. Green. Save. Gwen. Need. Green. Save. Gwen." I whirled around and looked at the crowd of students and teachers. Coach Goodman was yelling something about detention when I shouted back, "Call an ambulance! Harry's in withdrawal!"

* * *

The door opened again. It hadn't even been a day since last time. Gwen looked up and saw two silhouettes through her blindfold this time. "Stacy came through," the gravelly voiced man said to the other visitor. "Smythe confirmed that the arrest data had been wiped. And the jailbreak turned out to be a lucky break for us after all. If anyone asks, we can just say that Ryker's was hacked. 'Cause it was."

"Then I take it you plan to release the girl, sir?" the second visitor asked. It was a woman's voice, old, deep, and smooth.

"If it were up to me, I'd keep her locked up as insurance," the gravelly voiced man scoffed. "But the Kingpin thinks she's a liability. We need to return her to her father since he kept his end of the bargain."

"And you want me to wipe her mind," the old woman finished.

The gravelly voiced man turned around. "Do what you do best," he said as he left the room. The woman nodded and removed Gwen's blindfold as the door closed. Gwen struggled, pleaded, and thrashed, but the old woman just stared through her dark glasses. Her piercing stare soon held Gwen's attention, and Gwen's mind felt foggy. It wasn't long until she passed out.

* * *

"Detention!?" Aunt May asked angrily over the phone. Oh, good, she's still mad at me for being out late last night. She seemed so understanding when I told her I was looking for Gwen, but when she gets worried, she gets angry, even if the anger is unreasonable. "How on Earth does _Harry_ attacking _you_ wind up with _you _in detention?"

Oh. She's not mad at me after all. Awesome. "I don't know, Aunt May," I said." Coach Goodman's always been a stickler for rules, so one after school detention is actually lenient for him."

"Ridiculous," Aunt May scoffed. "And you said Harry was going through withdrawal? Does that mean he's on drugs?"

"He used to be," I corrected. "He's destroyed his supply and quit the stuff for good." All true, except for the fact that the drugs in question were an experimental performance enhancer called Globulin Green, which also turned Harry's dad into the Green Goblin. But there's no point in telling Aunt May about that.

"Well, okay," she said hesitantly, "but maybe it would be best if you kept your distance from Harry for a while. I mean, you're his best friend and he still attacked you." I chose not to argue the point, as I didn't think Aunt May understood that Harry wasn't exactly a junkie and I heard her stifle a sob. Clearly she was as worried about Harry as I was. I didn't know what to say. "I'll see you after your detention, Peter," she suddenly said cheerfully. "And maybe there will be some of that banana bread you like waiting for you when you get home." And then she hung up before I could say anything. I looked at my phone for a few minutes, and then I sighed and walked to detention.

Mary Jane was already there, reading a play. She looked up when I sat down next to her and I said, "Hey, there, come here often?" She chuckled as Coach Goodman said from the teacher's desk in the front of the room, "Parker, this is detention, not a nightclub." I apologized politely and started working on my homework. That only lasted me three minutes out of the forty minute detention period. After what felt like the longest thirty-seven minutes in recorded history passed – all of which passed in complete silence because Goodman's a jerk like that – MJ and I were finally free to go.

"God, that was torture," I complained as we walked out the front door.

"It wasn't that bad," MJ said lightly.

"Well, I'm sorry we don't all have community theater auditions to prepare for," I retorted.

"True," Mary Jane agreed, brushing her red hair out from her face, "and it's not like you have the charisma needed for the stage anyway like I do." She giggled and I winced in mock offense. I had forgotten how much fun it was to talk with her. "Still," she added with mock despair, "having all this talent is a curse. I never have a free moment to myself."

"I can sympathize," I laughed, playing along. "Being such a natural photographer means that my boss owns all of my free time."

"We're legends," MJ joked, "and legends belong to the people. Still, a break would do us both some good. How about we catch a movie on Saturday, then?"

I stopped laughing. What the hell? "Uhhh," I said lamely.

"Great!" she said brightly, walking off toward her apartment, "We'll meet at the Silver Spoon at to pick a film. See you then, Tiger." I stood there dumbly as she walked away, thinking back to when she was my blind date for the Fall Formal. We had a bunch of fun, and she even forgave me for running off to go take pictures (and fight the Green Goblin). But she had said she only wanted to be friends back then. Could this be her saying she changed her mind? I shook my head, confused, and went to find a place to change. Maybe some web swinging will clear my head.

**Author's Note: Surprise quick update! This chapter was fun to write, mostly because I love MJ so much. I was a little worried about writing Harry in withdrawal, as I have never gone through withdrawal, nor do I know anybody who has. So I couldn't be entirely accurate as to what withdrawal is like, and I actually cut out a lot from my original draft because I was afraid of being insensitive or inaccurate. My rationalization is that Harry is actually going through a nervous breakdown that is exacerbated by the unstable compound by the Globulin Green, but if this was out of line, I will abort or massively rewrite this subplot. Please, please review, I think I need the feedback for this chapter most of all.**


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